By-laws

In the following By-laws, the expressions World Organisation for Families or the Organisation mean :
F A M I L I S O M F / W O F .

Article 2 The Seal

The seal here affixed is the seal of F A M I L I S O M F / W O F .

Article 3 The Members

A. The Members of the Organisation are:

1) in Category I, constituted by Governments, State Services, Constituent Bodies, Cities, Municipalities, which carry the responsability of conceiving, applying, or managing family policies or social policies related to families;

2) in Category II, constituted by Universities, Institutes, Research Centres, which contribute to the bettering of families;

3) in Category III, constituted by Firms, Companies, Labor Unions, which work to the bettering of families;

4) in Category IV, constituted by Family Organisations or Organisations which are concerned with family interests, Legal Entities which are concerned with the bettering of families;

5) in Category IV, constituted by Individuals who are concerned with the bettering of families.

Each category constitutes an electoral body.

B. The membership application with required documents is sent to the Secretariat of the Organisation.

Subjected to the payment of the annual membership fee fixed by the General Assembly, the membership is pronounced by the Board of Directors.

C. Each Member with a fully paid-up membership fee is represented by a physical person and a substitute.

These persons may have proxies.

D. A Member may leave the Organisation by written notice sent to the Secretariat of the Organisation.

E. A Member may lose its membership if two-third (2/3) of voting persons of the Organisation vote this in a General Assembly.

Article 4 The Structure

The Structure of the Organisation is constituted by the General Assembly which meets every two (2) years, the Board of Directors once (1) a year and the Executive Committee twice (2) a year.

Article 5 The General Assembly

A. The General Assembly is sovereign.

It is made up of Members whose membership fee is fully paid-up and meets every two (2) years in place and date fixed by the Board of Directors.

A quarter of the members makes up the quorum.

B. The convocation is sent six (6) months in advance and accompanied by the Draft Agenda, the Directors' Report and the Financial Report.

Changes in the Agenda may be sent to the Presidency up to three (3) months before the Assembly. The Final Agenda is sent in the following month.

The Assembly must go through the Agenda, the Directors' Report and the Financial Report for the elapsed period.

C. The Assembly elects amongst its members the Board of Directors.

D. Extraordinary General Assembly may be specially convened for a specific purpose, in the same time, by a quarter of the Members or by the Board of Directors.

Article 6 The Board of Directors

A. The Board of Directors administers the assets and matters of the Organisation.

It is made up of twenty (20) Directors on the ground of four (4) Directors from each electoral body.

Eleven (11) Directors constitutes the quorum if each electoral body is represented by at least two (2) Directors.

A Director may give proxy to another Director.

A Director can not have more than two (2) proxies, on top of his own vote.

B. The mandates of the Directors are for a period of four (4) years.

At the first General Assembly half of the Directors are elected by drawing lots for a two years term.

The first Board of Directors has ten (10) Directors elected for a four-year (4) term and ten (10) Directors elected for a two-year (2) term.

The Board is therefore renewed by half every two (2) years.

A Director can not have more than two (2) consecutive mandates.

A Director may be reelected after a vacancy of two (2) years.

C. Immediately after the election of the first Directors by the General Assembly, the Board of Directors elects amongst itself its Officers for a two-year (2) term.

They are : the President in office; the first Vice-president who is obligatory chosen in the contingent elected for four (4) years and will become President in function in two (2) years, the Secretary and the Treasurer.

The outgoing President is member of the Board for the two (2) following years.

These six (6) Officers constitute the Executive Committee.

D. A Director remains in office up to the closing or adjournment of the Assembly electing new Directors.

E. In one of the following situations, there is automaticaly a vacancy to a post of Director, if the latter :

a) leaves his office by giving a written notice to the President or the Secretary of the Organisation;

b) loses his legal qualification;

c) is dismissed by two thirds (2/3) of the voting persons of the Organisation in a General Assembly;

d) himself or the Member he represents, has not fully paid the membership fee for a full financial year period;

e) dies.

F. If a vacancy arises, the Board of Directors by a majority vote may co-opt a Member of the Organisation into the Board, the electoral body being considered.

G. The Board of Directors meets once (1) a year in location and date fixed by itself. The convocation is sent three (3) months in advance and accompanied by the Draft Agenda, the Director's Report and the Financial Report for the elapsed period.

Changes to the Draft Agenda may be sent to the President up to two (2) months before the meeting of the Board. The Final Agenda is sent in the following month.

H. The Board of Directors has full power to administer the internal affairs of the Organisation, make or have somebody make in its name any contract permited by laws to do, and, considering the prescriptions below, exercice all powers and all measures which the Letters of Incorporation and By-laws permit.

The Board may authorize spendings made in the Organisation's behalf, and by resolution, authorize one or many Directors to hire personnel and give them wages.

The Board fixes the rules for payment of expenses done by the Directors in the exercice of their duties.

The Board may take all necessary measures to authorize the Organisation to acquire, accept, solicit or receive any legacies, donations, payments, gifts, in order to promote the creation of a Corporation under its control.

A Director or an employee of the organisation who had taken or will take a decision in the name of the Organisation or a Corporation under its control, and the same for his heirs, executors, Directors, and movables and immovables, in this order, are in case and every time kept unharmed and covered up by the assets of the Organisation for : .../3

.../3

a) all costs and spendings which this Director or employee bears and suffers during or on the occasion of actions, lawsuits, legal proceedings instituted against him from actions or things done or authorize by him in the exercice of his duties or related to his commitments;

b) all costs, expenses and spendings which he bears and suffers during or on the occasion of the Organisation's affairs or related to these, excepted those related to his own carelessness or voluntary ommission.

I. The Board creates sector-based Commissions and appoints its Presidents. It determines their mandates and terms.

It names the Representatives of the Organisation at International Organisations and others.

Article 7 The Duties of the Officers

A. The President is the first Officer of the Organisation. He presides over the Assemblies, the Board of Directors and the Executive Committee of the Organisation. He makes sure that all the decisions of the Organisation, resolutions of the Board of Directors and Executive Committee are fulfilled.

B. The Vice-Presidents fulfill the mandates given by the President and replace him if he is unavailable.

The first Vice-President becomes President according to the provided term.

C. The Treasurer has the custody of the Organisation's funds, movables and immovables.

He keeps by himself or others an accurate and complete book-keeping of all credits, liabilities, receipts, outlays, of the Organisation in books provided for that purpose, and sees about deposit of all funds, securities or certificates, to the credit of the Organisation in Chartered Banks, Financial Institutions or Credit Unions.

He spends the funds of the Organisation at the request of competent authorities by issuing suitable written proofs and gives to the President and the Directors, during the meetings of the Board of Directors and General Assemblies, or when they require it, accounts of all transactions and a balance sheet of the Organisation's financial situation.

He fulfills any other mandates given by the Board of Directors.

D. The Secretary keeps all the minutes in books provided for that purpose. He sends, or sees about, convocations for all meetings of the Organisation, this means General Assembly, Board of Directors and Executive Committee.

He has custody of the seal of the Organisation which he applies or entrusts, only when the Board of Directors authorizes him by resolution, to persons named in this resolution.

He fulfills any other mandates given by the Board of Directors.

Article 8 The Executive Committee

A. The Executive Committee is constituted by the following persons : the President in office, the outgoing President, the first Vice-President, the second Vice-President, the Treasurer and the Secretary.

B. The Executive Committee meets twice (2) a year and fulfills the mandates given by the Board of Directors.

The convocation is sent three (3) months in advance.

Four (4) Directors constitute the quorum.

The absent Director may give a proxy to another member of the Committee.

Article 9 The Signing of Documents

A. Contracts, documents, or any other acts, requiring the signature of the Organisation are signed by two (2) members of the Board of Directors on a resolution of the latter, and, once signed, bind the Organisation without any other procedures.

The Directors are authorized, by resolution, to name one or many Members to sign in the name of the Organisation certain contracts, documents and deeds.

The Board of Directors may authorize a chartered broker dealing with movables to act as proxy in order to tranfert and register securities, debentures, and any other movables of the Organisation.

The seal may be applied if needed on contracts, documents, and deeds, signed by one or many Members on a resolution of the Board of Directors.

.../4

.../4

Article 10 The Minutes

The Members receive the minutes of General Assemblies, and are entitled to consult the minutes of the Board of Directors and the Executive Committee. On the other hand each Director must receive copies of it.

Article 11 The Votes

Members and Directors must decide each matter with a majority of expressed votes. In case of equality, the President's vote is a casting one.

The votes are made by raising hands, except the election of the Directors, and if one Member or one Director asks for a secret ballot.

Article 12 The Financial Year

The financial year of the Organisation ends the 30 (thirty) of June of each year.

A meeting of the Board of Directors or the Executive Committee must take place before ninety (90) days after the end of the financial year.

Article 13 The Auditor

At each General Assembly, Members vote for an external Auditor who remains in duties until the following General Assembly.

Article 14 The Amendment to the By-laws

By-laws of the Organisation may be revoked or amended by two thirds (2/3) of the votes expressed during a General Assembly duly convoked for this purpose.

All proposed amendments by Members or Directors must be sent to the Secretary up to three (3) months before the meeting of the Assembly and are sent to Members with the Final Agenda in the following month.

The Board of Directors may establish by-laws related to the management and functioning of the Organisation, provided that these by-laws have effects only until the next General Assembly. If therefore these are not ratified by this Assembly it will cease to be.

Article 15 The Interpretation of the By-laws

In the present by-laws and in any others voted thereafter by the Organisation, unless the context says otherly, masculine or singular are used for feminine or plural accordingly and vice-versa.

Article 16 The Borrowings

The Board of Directors may :

a) borrow money and receive advances from individuals and legal entities on the credit of the Organisation, for amounts and conditions it toughts it right, by discounting or having discounted bils of exchange and other negotiables done, drawn, accepted or endorsed by the Organisation, by uncovering bank accounts, making agreements for credit, getting borrowings, advances or others, and

b) in guaranty of these discounts, uncovered accounts, borrowings, credits, advances or other debts and financial commitments from the Organisation towards individuals or legal entities, and interests for it, give and mortgage in their favour, parts or the totality of securities, certificates, negotiables, contracts, and assets of the Organisation; and give and have it give to them receipts from warehouses and/or bills of lading, insurance policies, mortgages, pledges and securities, and others, promises to give receipts from warehouses, bills of lading, covering partly or totaly movables or immovables of the organisation, and renew, modify those, and substitute others at any time;

c) authorize, at any time, by resolution of the Board of Directors, any Director or Officer, staff member, or employee of the Organisation or any other person of the Organisation, to the will of the Board, to manage, come to an agreement concerning the affairs of the Organisation with individuals or legal entities, to sign, accept, draw, endorse and make, for the Organisation and in its name, any document mentioned in the above paragraph or any other document or instrument thought necessary or usefull in relation with the affairs of the Organisation with individuals or legal entities, and receive from these individuals or legal entities paid cheques and other bills of exchange debited to the Organisation's account, and to certify all accounts and settlements between the Organisation and these individuals or legal entities.